Structured Transactions

Supported by the resources of a firm with 1,100 lawyers in 13 locations in the U.S., Europe and Asia, our finance team includes the following practices: structured finance; structured products and derivatives; bank, broker and funds regulatory and fund formation; and financial restructuring and tax.

As widely reported in January, we increased our commitment to the global capital markets with the addition in London of Sarah Smith, formerly head of Sidley’s international finance practice, to our restructuring group.

Our team has been recognized in Chambers Guides by clients and peers for its “creativity,” “superb advice” and “careful handling of sensitive transactional issues,” along with “a level of experience and innovation that is legendary in the market.” 

Trusted Advisors

Major financial institutions consider Bingham lawyers as among the most trusted legal advisers practicing today. The firm is routinely retained for innovative or highly complex structured transactions, both domestically and globally.

We advise issuers, underwriters, asset managers and other market participants in transactions involving nearly every asset class. We structure fixed and revolving transactions, including REMICs, owner trusts, grantor trusts, master trusts and commercial paper vehicles, using virtually every cash flow structure and form of credit enhancement, as well as a wide array of complex structured products.

Thought Leadership

Bingham lawyers continue to play a key role in the recovery of the credit markets, serving as counsel to the Treasury Department as it implements the Obama administration’s Small Business Initiative. We also acted as counsel on the first offerings of TALF-eligible securities and structured the first fund formed to invest in distressed mortgage debt.

We advise clients in both the public and private sectors on issues relating to the recovery of the financial markets. Recent examples include:

• Representing members of the Conduit Structuring Committee and the Industry Advisory Committee in the establishment of the first federally guaranteed student loan asset-backed commercial paper conduit program, as well as continuing to advise members of the Conduit Advisory Committee
• Developing a novel tax structure that enables non-U.S. funds to invest in mortgage loans
• Working with a prominent investment bank to devise new structures enabling non-bank issuer use of covered bonds

Critical Transactions

Our lawyers helped develop the position paper that became the basis for the federal housing-market bailout legislation. We also assisted a leading provider of student loans in drafting what ultimately became the DOE’s program to restore liquidity to the student loan market.

The firm's lawyers have handled high-profile, strategic transactions that impact not only our clients, but also the market as a whole. Examples include:

• Acting as counsel to a global financial services company in the debt restructuring of a U.S. automotive maker
• Advising a consortium of broker-dealers in the establishment of a TALF investment fund and a PPIP legacy mortgage asset fund
• Advising JPMorgan on a critical aspect of its acquisition of Bear Stearns: the sale of a portfolio of assets formerly owned by Bear to newly formed DE LLC (co-counsel with Wachtell, Lipton, Rosen & Katz)
• Acting as counsel to CIT in connection with the sale of its home lending business, consisting of $9.3 billion in assets and related servicing operations, to Lone Star Funds for $1.5 billion in cash and the assumption of $4.4 billion of outstanding debt and other related liabilities (co-counsel with Wachtell, Lipton, Rosen & Katz)
• Acting as co-counsel to a private equity firm and a commercial finance company on the financing component of an acquisition financing transaction involving medical equipment lease and loan assets
• Acting as co-counsel to a private equity firm in a proposed acquisition of a credit card originator
• Advising multiple investors in the acquisition of assets of several failed banking institutions

Innovative Solutions

The firm acted as counsel on the first total return swap transactions structures and helped bring to market more than $30 billion in asset-backed commercial paper and six separate term loan facilities that were simultaneously closed.

In challenging times, clients rely on our breadth of experience and innovative approach to legal issues when they need groundbreaking solutions to novel business challenges. Recent examples include:

• Advising an automobile manufacturer in the financial restructuring of a multibillion-dollar auto lease portfolio
• Representing underwriters in the first dealer floorplan securitization eligible for TALF financing
• Negotiating with the Federal Reserve regarding the eligibility of a callable bond structure for TALF
• Advising a leading financial services company in the restructuring of student loan auction rate securities pursuant to a settlement with the New York attorney general
• Acting as counsel to a major automobile finance company in connection with a novel TALF fund structure to permit sponsor participation

Asset-Backed Securities and Mortgage-Backed Securities

Industry Leadership

The firm's Structured Transactions Group consistently earns top league table rankings for underwriters’ and issuers’ counsel in U.S. asset-backed securities (ABS) and mortgage-backed securities (MBS) transactions. The group has represented more issuers and underwriters combined in offerings of ABS/MBS than any other law firm in 2009 as reported in Thomson Financial and Asset Backed Alert.

Chambers USA notes that we literally “wrote the book” on key areas in the fields of structured finance and securitization, authoring definitive texts on asset-backed securities — including the only comprehensive guide to Regulation AB and the new securities offering reform rules.

Asset-Backed Securities
We are known for our innovative and “first-time” transactions, including the first securitization of credit card receivables; the first securitization of home equity lines of credit; the first off-balance-sheet term securitization of insurance premium finance contracts; and the first euro-denominated and sterling-denominated offerings of ABS backed by U.S. government guaranteed student loans.

Mortgage-Backed Securities
Our lawyers have advised on transactions that include every mortgage asset type, every cash flow structure and every form of credit enhancement. These include, but are not limited to, single-family residential mortgage loans, commercial and multifamily mortgage loans, small balance commercial loans, home equity lines of credit, manufactured housing contracts, reverse mortgage loans, Title I loans, franchise loans, and high-LTV junior lien loans.